Actions with Respect to Financing. (a) The Buyer and its Affiliates shall perform all obligations required to be performed by them in accordance with and pursuant to the Commitment Letters, shall maintain the same in full force and effect, and shall not, without the prior written consent of the Sellers, amend, terminate or waive any provisions under such Commitment Letters if such amendment, termination or waiver would adversely affect in any material respect the likelihood of the Buyer and/or the Transferred Companies receiving the funds contemplated by the Commitment Letters prior to the Expiration Date. The Buyer shall from time to time provide such information as the Sellers may reasonably request regarding the status of the financing for the transactions contemplated hereby and related negotiations.
Actions with Respect to Financing. The Company shall provide, and shall cause its Subsidiaries and representatives to provide, all reasonable cooperation and assistance in connection with (i) the arrangement of the Financing, including facilitating customary due diligence, participation in meetings and providing certificates, documents and financial reports and (ii) any offers by or on behalf of Parent, MergerCo and/or the Surviving Corporation to purchase the Company’s 10% Senior Notes, due 2012, in each case as may be reasonably requested by Parent and/or any of its Financing sources. Without limiting the generality of the foregoing, the Company shall, and shall cause each of its Subsidiaries and representatives to, use commercially reasonable efforts to cooperate with and assist, and shall use commercially reasonable efforts to cause the independent accountants for the Company and its Subsidiaries to cooperate and assist, Parent and MergerCo in preparing such information packages, offering materials, private placement memoranda, bank information memoranda and similar documents as Parent and/or the parties to the Commitment Letters may reasonably request (collectively, the “Offering Materials”) for use in connection with the offering and/or syndications of debt securities, loan participations and other matters contemplated by the Commitment Letters and/or any transaction described in clause (ii) above (the “Offerings”), including, without limitation, (x) making senior management and other representatives of the Company and its Subsidiaries available (at mutually agreeable times) to participate in meetings with rating agencies and causing the Company’s senior management and present and former independent accountants for the Company and its Subsidiaries to participate in drafting sessions related to the preparation of the Offering Materials and making work papers available to the Parent and their respective representatives and (y) delivering such information, certificates, documents and assistance as the parties to such Commitment Letters and/or Parent may reasonably request in connection therewith. For purposes of clarification, the parties hereto agree that the matters described in this Section 6.4 primarily are the responsibility of Parent and MergerCo, and that the Company’s obligations hereunder are in the nature of cooperation and assistance with such matters.
Actions with Respect to Financing. The Company shall reasonably cooperate with Parent and its Affiliates in connection with the fulfillment of the condition set forth in Section 6.12, including causing the Acquired Companies, and their respective Representatives to (i) provide information to Parent and its Representatives in connection with the preparation of such offering memoranda and documentation as is required under the Commitment Letters, (ii) meet with potential lenders and financing sources at reasonable times upon reasonable advance notice, (iii) assist with the preparation of customary collateral audits and inventory appraisals conducted with respect to debt financings of the type provided in the Debt Commitment Letter and (iv) assist in obtaining any necessary or desirable consents from the suppliers to the Acquired Companies, and agreements to subordinate the security interests in the assets of the Acquired Companies held by the suppliers to the Acquired Companies to the security interests in the assets of the Acquired Companies to be held by the Debt Provider from and after the Closing; provided, however, the failure of Parent and its Affiliates to obtain such consents shall not be deemed to be a breach by the Company of this Section 5.13.
Actions with Respect to Financing. In order to assist with obtaining any Financing, the Company shall use commercially reasonable efforts to provide the following assistance and cooperation to the extent reasonably requested by Parent: (a) assisting in the preparation of any prospectus, offering memorandum or similar document or marketing material, (b) making the Company’s chief executive officer and chief financial officer reasonably available for customary “road show” or other presentations; provided, however, that neither individual may be required to be available for more than four (4) Business Days (including travel time), (c) cooperating with prospective underwriters and their respective advisors in performing their due diligence, and (d) helping procure or otherwise obtain comfort letters, consents and all financial statements required in connection with the Financing; provided, however, that (i) Parent must provide reasonable advance notice of any request for assistance with respect to the Financing, (ii) no assistance or cooperation need be provided by the Company if it would unreasonably interfere with the business or operations of the Company and (iii) all out-of-pocket costs and expenses incurred by the Company (other than legal, accounting or other professional fees) related to any assistance or cooperation provided by the Company with respect to the Financing shall be paid by Parent and in no event shall any such costs or expenses be considered or included as current liabilities for purposes of the Working Capital Adjustment in Section 3.2 or the definition of Working Capital. The consummation of a Financing is not a condition to any obligations of Parent or Merger Sub under this Agreement.
Actions with Respect to Financing. (a) Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Letters, including by (i) negotiating and entering into definitive agreements with respect to the Debt Financing on the terms and conditions set forth in the Debt Letters or on other terms agreed by Buyer, (ii) satisfying on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its control, and (iii) consummating the Debt Financing at or prior to the Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Letters for any reason, as promptly as practicable following the occurrence of such event, Buyer shall use its commercially reasonable efforts to obtain alternative financing from alternative sources (“Alternative Financing”). Buyer shall keep Parent reasonably apprised as to the status of, and any material developments relating to, the Debt Financing. Notwithstanding anything to the contrary herein, in no event shall Buyer be required to (1) accept or agree to any term of the Debt Financing or any Alternative Financing in each case less favorable to Buyer than in the Debt Letters provided to the Company on or prior to the date hereof, or (2) initiate or threaten any Action to enforce any rights under the Debt Letters or any Alternative Financing.
Actions with Respect to Financing. (a) Parent and MergerCo will perform all obligations required to be performed by them in accordance with and pursuant to the Commitment Letters for the Acquisition Financing in connection with the transactions contemplated hereby, will use reasonable commercial efforts to maintain the same in full force and effect, and will not amend, terminate or waive any provisions under such Commitment Letters in a manner that would materially affect the Parent’s ability to consummate the transactions contemplated hereby without the prior written consent of the Company. Parent will from time to time provide such information as the Company may reasonably request regarding the status of such Acquisition Financing and related negotiations. The Company agrees to comply with any reasonable request made by Parent for the Company to provide information or take any action in connection with the Acquisition Financing.
Actions with Respect to Financing. (a) Each of Parent and Merger Sub shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Financing Commitment; provided, however, that Parent and Merger Sub shall use commercially reasonable efforts to first obtain senior secured financing to be arranged by Barclays Bank PLC, Bank of America, X.X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and/or any other financial institution of nationally recognized standing that will be amend, amend and restate or replace Parent’s existing senior secured credit facility and, together with cash on hand, will provide Parent with funds sufficient to consummate the Merger, to the extent available on terms reasonably acceptable to Parent. Notwithstanding anything contained in this Agreement or otherwise, Parent and Merger Sub shall have the right from time to time to amend, restate, replace, supplement or otherwise modify (subject to any required consents of the Financing Sources), or waive any of its rights under, the Financing Commitment and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources (any such modified financing, an “Alternative Financing”) so long as after giving effect to any such amendment, restatement, replacement, supplement or other modification or waiver, the proceeds from the Financing or any Alternative Financing, together with the cash or cash equivalents otherwise available to Parent, LLC Sub and Merger Sub, will provide Parent, LLC Sub and Merger Sub at the Closing Date with sufficient funds to consummate Mergers and otherwise satisfy all of their obligations under this Agreement, including the payment of the Total Merger Consideration and all fees and expenses reasonably expected to be incurred by Parent, LLC Sub and Merger Sub in connection therewith.
Actions with Respect to Financing. (a) Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter, including by using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter (or on terms not materially less favorable, in the aggregate, to the Purchaser, taken as a whole (including with respect to the conditionality thereof), than the terms and conditions in the Debt Commitment Letter), (ii) negotiate definitive agreements with respect to the Debt Financing on terms and conditions (including, as necessary, the “flex” provisions contained in any fee letter) contemplated by the Debt Commitment Letters (any such agreements, the “Debt Financing Agreements”), (iii) ensure the accuracy of all representations and warranties of Purchaser set forth in the Debt Commitment Letter or Debt Financing Agreements, (iv) comply with all covenants and agreements of Purchaser set forth in the Debt Commitment Letter or Debt Financing Agreements, (v) satisfy on a timely basis all conditions applicable to the Debt Financing set forth in the Debt Commitment Letter or Debt Financing Agreements, and (vi) upon satisfaction of such conditions and the other conditions set forth in Section 6.1 and Section 6.2 and (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), consummate the Debt Financing at or prior to the Closing (and in any event prior to the Termination Date). Notwithstanding anything to the contrary contained herein, Purchaser shall have no obligation to formally seek to enforce its rights under the Debt Commitment Letter or any Debt Financing Agreement (including any obligation to file suit against the lenders thereunder).
Actions with Respect to Financing. (a) Each of Parent and Merger Sub will perform all obligations required to be performed by it in accordance with and pursuant to the Commitment Letters, will use reasonable commercial efforts to maintain the same in full force and effect, and will not amend, terminate or waive any provisions under such Commitment Letters in a manner that would materially affect Parent and Merger Sub's ability to consummate the transactions contemplated hereby without the prior written consent of the Company. Parent and Merger Sub will from time to time provide such information as the Company may reasonably request regarding the status of such financings and related negotiations.
Actions with Respect to Financing. (a) The Buyer and its Affiliates will perform all obligations required to be performed by them in accordance with and pursuant to any commitment letters for financing (the "Acquisition Financing") for the transactions contemplated hereby, will use reasonable commercial efforts to maintain the same in full force and effect, and will not amend, terminate or waive any provisions under such Commitment Letters in a manner that would materially affect the Buyer's ability to consummate the transactions contemplated hereby without the prior written consent of the Seller Representative. The Buyer will from time to time provide such information as the Seller Representative may reasonably request regarding the status of such financings and related negotiations.
